Board Agents¶

Thinklio Built-in Agent Specification Version 0.1 | March 2026

Overview¶

Two agents serve the governance and board function. They are distinct because they serve different users with different needs:

Board Member Agent — personal to each director; preparation, governance tracking, and cross-board visibility
Board Secretariat Agent — organisational; manages the meeting lifecycle, paper distribution, minutes, and action tracking

Together they cover the complete governance workflow: the secretariat manages the process, each board member manages their engagement with it. In a smaller organisation these may be configured together; in a larger governance structure they operate independently.

Both agents have immediate practical relevance for any organisation with a formal board — including companies limited by guarantee, not-for-profit boards, advisory boards, and subsidiary boards, not just ASX-listed companies.

Part 1: Board Member Agent¶

1.1 Purpose¶

The Board Member Agent is a personal governance assistant for each director. It helps them prepare for meetings, track their governance obligations, manage conflicts of interest, stay current on the organisation between meetings, and maintain visibility across multiple board positions if they hold them.

The problem it addresses is preparation quality and obligation management. Board members typically receive a PDF paper pack — often large, often late — and are expected to arrive at a meeting prepared to engage with complex material across finance, strategy, risk, and compliance. Most do their best. Few have the time to prepare as thoroughly as the material deserves.

Separately, board members carry governance obligations that are easy to lose track of across a busy schedule: declaration deadlines, training requirements, committee responsibilities, action items from previous meetings. These are not difficult tasks individually; they are easy to miss in aggregate.

The Board Member Agent addresses both: better preparation, reliably tracked obligations.

1.2 UI Structure¶

[ Chat ]  [ Meetings ]  [ Obligations ]  [ Boards ]

Chat Tab¶

Conversational access to board intelligence: - "Summarise the papers for Thursday's Cares Communities board meeting" - "What were the action items I was assigned at the last meeting?" - "What do I need to declare at Thursday's meeting?" - "How does this month's financial result compare to the approved budget?" - "Brief me on the risk register items flagged for discussion" - "What has changed since the last board pack?"

The chat tab also serves as the preparation interface — the director can ask questions about any paper before the meeting, drilling into areas of concern or seeking clarification on technical content.

Meetings Tab¶

Upcoming and past meetings across all boards the director sits on:

Upcoming meetings: - Date, time, location/dial-in - Status of board papers (received, not yet received, due date) - Preparation status (papers reviewed, questions noted, declarations prepared) - Countdown to meeting with a preparation prompt if papers have not been reviewed - One-tap access to the preparation brief

Past meetings: - Minutes status (draft, approved) - Action items from this meeting: those assigned to the director with current status - Decisions made — searchable reference

Obligations Tab¶

A governance obligations register, maintained across all board positions:

Obligation type	Examples
Declarations of interest	Standing declarations due at each meeting; new interests to declare
Training and CPD	Governance training, director education requirements
Committee responsibilities	Committee membership, reporting obligations
Action items	Items assigned at previous meetings, with due dates
Reporting deadlines	Any director-level reporting obligations
Policy acknowledgements	Policies requiring annual sign-off

Each obligation shows: what it is, which board it relates to, due date, and current status. Overdue items are prominently flagged. Upcoming items generate reminders in Taskmaster.

Boards Tab¶

For directors who sit on multiple boards — a cross-board view:

All boards with meeting schedules
Conflict of interest register across all positions
Aggregate obligation summary
Calendar overlay showing all board meetings and obligation deadlines

The cross-board view is particularly valuable for busy non-executive directors who sit on three or four boards simultaneously. Keeping track of meeting schedules, obligation deadlines, and potential cross-board conflicts of interest is genuinely complex without systematic support.

1.3 Board Paper Intelligence¶

The central capability of the Board Member Agent is its ability to read, summarise, and make navigable the board paper pack.

Paper ingestion: Papers are delivered to the agent through several paths: - Direct upload by the director - Automatic delivery from the Board Secretariat Agent (if deployed in the same organisation) - Email attachment detection (via Mail Agent integration — papers forwarded to a configured address are automatically ingested) - Board portal integrations (Diligent, BoardPro, etc.) — future phase

Paper processing: Each paper is processed through the document pipeline: - Full text extraction - Section identification (executive summary, recommendation, financials, risks, attachments) - Key point extraction - Change detection (what is different from the previous equivalent paper or meeting) - Questions the paper raises that the director might want to ask

Navigation: In the Meetings tab, each paper in the pack is accessible individually with: - AI-generated summary (length configurable: one paragraph to one page) - Key points as a structured list - Recommendations requiring board decision, clearly flagged - Questions the agent suggests considering - Link to the full document for reference

What's changed: For recurring agenda items (financial reports, risk registers, project updates), the agent identifies what has changed since the last equivalent paper. A director who attended the previous meeting does not need to re-read the full report — they need to know what is different. This single capability saves significant preparation time.

1.4 Declarations of Interest¶

The agent maintains a standing declarations register for the director:

Declaration
├── entity          string (company, organisation, or person)
├── nature          string (director, shareholder, family connection, etc.)
├── boards_affected UUID[] (which boards this is relevant to)
├── declared_at     timestamp
├── last_reviewed   timestamp
└── notes           string | null

Before each meeting, the agent: 1. Reviews the agenda against the standing declarations register 2. Identifies any agenda items where a declared interest may be relevant 3. Prompts the director to confirm their declaration for the meeting or update it 4. Prepares a declaration statement the director can use at the meeting

This makes conflict of interest management systematic rather than relying on the director to remember their standing declarations and check them against a complex agenda.

1.5 Downloadable Meeting Pack¶

On request (and automatically at a configurable time before each meeting), the agent produces a downloadable meeting pack for offline use:

Meeting summary: date, time, location, attendees
Agenda with paper summaries inline
The director's declaration status for this meeting
Their assigned action items from previous meetings
Key questions they have noted during preparation
Full papers as attachments

This pack is available as a PDF, downloadable to a device for offline reading on a plane, in a taxi, or in a location without reliable connectivity. It is one of the most practically useful outputs of the agent — board members often prepare in transit.

1.6 Configuration¶

Setting	Description
Boards registered	Which boards the director sits on, with meeting schedules
Paper delivery method	How papers arrive (upload, email, secretariat integration)
Summary depth	How detailed AI summaries should be by default
Preparation reminder	When to be reminded if papers have not been reviewed
Declaration review frequency	How often the standing declarations register is reviewed
Downloadable pack generation	When the offline pack is automatically generated
Taskmaster integration	Whether obligation deadlines create Taskmaster tasks

1.7 Use Cases¶

UC-1: Pre-meeting preparation A board meeting is in 36 hours. The director opens the Meetings tab. Papers arrived two days ago; the agent has processed all nine items. Summary of the financial report: revenue on plan, three cost items above budget, one flagged risk item is new since last quarter. The risk register summary: two new items added, one existing item escalated from medium to high. The agent has flagged that an agenda item relates to a company where the director has a declared interest — it prompts them to confirm their declaration. The director reviews the summaries, notes two questions in the chat, and downloads the offline pack for the train tomorrow morning.

UC-2: Action item follow-up A director was assigned two action items at the last meeting. The Obligations tab shows both: one complete, one overdue. The overdue item is flagged with a reminder. The director completes it and marks it done. The status update is available to the Secretariat Agent if integrated.

UC-3: Multi-board conflict check A director sits on four boards. A new business opportunity is being considered at one board that may conflict with their role at another. They ask the agent: "Is there a conflict between the Novansa investment proposal and my position at XYZ Capital?" The agent reviews the declarations register across all four boards and identifies a potential conflict, explaining the basis. The director can then make an informed decision about declaration and whether to recuse.

Part 2: Board Secretariat Agent¶

2.1 Purpose¶

The Board Secretariat Agent manages the administrative and governance lifecycle of board meetings. It handles paper collection and distribution, agenda management, meeting logistics, minutes drafting, action item tracking, and compliance record-keeping.

This is the organisational counterpart to the Board Member Agent's personal function. Where the Board Member Agent helps individual directors engage with governance, the Secretariat Agent manages the process that makes governance work.

Currently this work is done manually — by a company secretary, an executive assistant, or the CEO themselves in smaller organisations. It is time-consuming, detail-heavy, and consequential: a missed quorum, an undistributed paper, an untracked action item, or a late resolution can have legal and regulatory consequences. The Secretariat Agent handles this reliably and systematically.

2.2 UI Structure¶

[ Chat ]  [ Meetings ]  [ Papers ]  [ Actions ]  [ Register ]

Chat Tab¶

Governance administration via conversation: - "Send the board pack for the March meeting to all directors" - "What papers have been received for the April meeting?" - "Draft the minutes from today's meeting notes" - "Who hasn't confirmed attendance for Thursday?" - "What action items are outstanding from the February meeting?" - "Generate the conflict of interest register for the annual report"

Meetings Tab¶

The complete meeting management view:

For each upcoming meeting: - Date, time, venue/dial-in, quorum requirement - Attendance confirmations (who has confirmed, who hasn't responded) - Agenda status (draft, approved, distributed) - Papers status (received, pending, overdue from authors) - Distribution status (sent to all directors, confirmation received) - Meeting pack assembly and distribution controls

For each past meeting: - Minutes status (draft, reviewed, approved) - Decisions made (searchable, tagged to agenda items) - Resolutions passed (formal resolution register) - Action items arising

Papers Tab¶

Management of the paper collection workflow:

Paper register: all papers expected for the meeting, their authors, due dates, and receipt status
Paper requests: automated reminders to authors when papers are due (via Mail Agent)
Received papers: processed and ready for distribution
Assembly: drag-and-drop pack assembly with section ordering
Distribution: send to all directors with read receipts

The papers tab supports the full lifecycle from "what papers do we need?" to "has everyone received and acknowledged the pack?"

Actions Tab¶

Organisational action item register across all meetings:

All outstanding action items from all meetings
Assignee, due date, status, and meeting of origin
Overdue items flagged prominently
Filter by assignee, meeting, status, and due date
Integration with Taskmaster: action items assigned to directors or staff create Taskmaster tasks

The action register is the primary governance accountability tool — it ensures decisions made at board level translate into tracked work.

Register Tab¶

Governance registers maintained by the secretariat:

Resolution register — all resolutions passed, with date, meeting reference, and voting record
Declarations register — all conflict of interest declarations across all directors
Attendance register — attendance at all meetings, for quorum and compliance purposes
Director register — current directors, appointment dates, terms, and committee membership
Document register — governance documents (constitution, charters, policies) with version history

These registers are the compliance documentation the organisation may need for regulatory purposes, audits, and due diligence.

2.3 Meeting Lifecycle Management¶

The Secretariat Agent manages the full lifecycle of each board meeting:

Meeting created (date confirmed)
    ↓
Agenda drafted and approved
    ↓
Papers requested from authors (automated reminders on schedule)
    ↓
Papers received and processed
    ↓
Pack assembled and distributed to directors (with download links)
    ↓
Attendance confirmations tracked (reminders to non-responders)
    ↓
Pre-meeting checklist: quorum confirmed, venue/tech ready, papers distributed
    ↓
Meeting held
    ↓
Minutes drafted (from Scribe Agent output or manual notes)
    ↓
Minutes distributed for review and approval
    ↓
Action items extracted and assigned
    ↓
Resolutions recorded in resolution register
    ↓
Post-meeting compliance checks complete

2.4 Paper Distribution¶

When a board pack is ready for distribution, the Secretariat Agent:

Assembles papers in the approved agenda order
Generates a cover sheet with meeting details, agenda summary, and distribution list
Creates a combined PDF pack and individual paper files
Sends to each director via Mail Agent with:
A covering message summarising what is included
Downloadable links to the full pack and individual papers
A read receipt request
The meeting dial-in details or venue address
Tracks acknowledgement and sends a reminder to directors who have not confirmed receipt by a configurable deadline

This replaces the manual email-with-attachments workflow that currently characterises most board paper distribution.

2.5 Minutes Drafting¶

After a meeting, the agent assists with minutes preparation:

Input options: - Scribe Agent transcript (if live transcription was running) - Audio recording (processed by Scribe Agent) - Manual notes uploaded by the secretary - Structured action log maintained during the meeting

Output: - Draft minutes in the organisation's standard format - Clearly distinguishing decisions, resolutions, and noting items - Action items extracted as a separate list - Resolutions in formal language suitable for the resolution register

The draft requires human review before distribution — minutes are a legal record and the secretary retains responsibility for their accuracy. The agent produces a high-quality first draft that reduces the drafting time significantly.

2.6 Integration with Board Member Agent¶

When both agents are deployed in the same organisation, they exchange information directly:

The Secretariat Agent sends papers to each director's Board Member Agent automatically upon distribution
Action items assigned to directors are created in their Board Member Agent's Obligations tab
Director attendance confirmations flow back to the Secretariat Agent
Declaration status from each director's Board Member Agent informs the secretariat's declarations register

This integration is the complete governance loop — the secretariat manages the process, each director's agent manages their personal engagement, and the two stay synchronised.

2.7 Configuration¶

Setting	Description
Organisation details	Legal name, registration details, for use in formal documents
Board composition	Current directors, contact details, email addresses
Meeting schedule	Recurring meeting cadence and advance notice requirements
Paper submission deadlines	How many days before the meeting papers are due
Distribution timing	When the pack is distributed relative to the meeting
Quorum requirements	Minimum attendance for valid meetings
Minute format	Template for minutes in the organisation's house style
Resolution numbering	Format for resolution reference numbers
Committee structure	Sub-committees with their own meeting schedules

2.8 Use Cases¶

UC-1: Complete meeting cycle An upcoming board meeting is six weeks away. The Secretariat Agent creates the meeting record, sends agenda requests to committee chairs, and sets automated reminders for paper submission two weeks before the meeting. Papers arrive on schedule from four of five authors; one is overdue. The agent sends an automated reminder with a new deadline. When all papers are received, the agent assembles the pack, generates the cover sheet, and distributes to all directors with download links and read receipts. Attendance confirmations are tracked; one director has not responded by 48 hours before the meeting and receives an automated reminder.

UC-2: Minutes from Scribe output The board meeting is held with Scribe Agent running. After the meeting, the Secretariat Agent receives the structured transcript. It drafts minutes in the organisation's format, extracts seven action items, and identifies three formal resolutions. The draft is sent to the company secretary for review. After two minor edits, the minutes are approved and distributed to directors. The action items are created in the Actions tab and in each relevant director's Obligations tab.

UC-3: Governance register for due diligence An investor is conducting due diligence and has requested a resolution register for the past three years. The Secretariat Agent produces the register from its records in five minutes. It covers all resolutions passed, with meeting dates, voting records, and the relevant minute references. A task that previously required hours of manual compilation takes minutes.

3. Open Questions¶

Board Member Agent¶

Board portal integrations (Diligent, BoardPro, Legalboards) are where most professional boards currently manage their papers. Integration with these platforms is important for adoption by directors who are already committed to them. Phase 2 priority.
For not-for-profit and community boards, the governance sophistication required is lower but the time-poverty of volunteer directors is higher. The agent should work well in both contexts — configurable complexity, not assumed sophistication.
The standing declarations register is personal and sensitive. Should it ever be shareable with the secretariat directly, or is the director always responsible for declaring manually?

Board Secretariat Agent¶

The Secretariat Agent sends communications to directors on behalf of the organisation. This is a send_autonomous-equivalent capability with legal implications. Should all outbound communications require approval by the company secretary or board chair before sending?
Minutes are a legal record. The agent produces drafts; the human secretary approves. This boundary must be clear in the UI and in any communication to users — the agent assists, the secretary is responsible.
Committee management (sub-committees with their own meeting cycles and paper workflows) is a natural extension but adds scope. Is it in the initial release?

Previous: CEO Agent | See also: Persona Agent (base pattern for other governance-adjacent agents)